[Federal Register Volume 63, Number 58 (Thursday, March 26, 1998)]
[Notices]
[Pages 14709-14713]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 98-7986]


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FEDERAL COMMUNICATIONS COMMISSION

[DA 98-547]


Request Submission of Superior Alternatives to Proposed Agreement 
to Resolve Pocket Commissions Bankruptcy; Pocket Communications, Inc., 
No. 97-5-4105-ESD, and In re DCR PCS, Inc., No. 97-5-4106-ESD (Jointly 
Administered Under No. 97-5-4105-ESD)

March 23, 1998.
    Subject to higher and better alternatives, the Commission staff, in 
coordination with the staff of the Department of Justice, Civil 
Division, expects to recommend a proposed transaction (``Proposed 
Transaction'') that would resolve the above-referenced bankruptcy 
proceeding involving DCR

[[Page 14710]]

PCS, Inc., and Pocket Communications, Inc. (collectively ``Pocket''). 
The purpose of this Public Notice is to begin the process for receiving 
alternative proposals and evaluating whether any of them constitutes a 
better alternative for the United States.
    Appended hereto as Attachment are portions of a term sheet 
describing the Proposed Transaction. Key terms include the following: 
(1) a newly formed entity would acquire the FCC licenses of DCR PCS, 
Inc., that comprise the Dallas and Chicago MTAs; (2) license payments 
for authority to operate in those markets would be made to the United 
States in accordance with Schedule 5.1.1 to the attached term sheet; 
(3) all other licenses of DCR PCS, Inc., would be returned to the FCC; 
and (4) the Pocket bankruptcy proceedings would be resolved.
    Parties interested in offering superior alternative proposals to 
the Proposed Transaction are requested to do so in writing by May 7, 
1998. Parties submitting superior alternatives must demonstrate 
compliance with the Commission's rules and policies governing PCS C 
Block eligibility and ownership. See 47 CFR 24.2110 and 24.709. Prior 
to Commission staff entering into discussions or accepting a submission 
by a party, the party must represent in writing to the Commission that 
doing so would not contravene any agreement with the DIP Lenders (as 
defined in the attached term sheet).
    Neither this Public Notice nor any proposals responsive thereto or 
discussions of such proposals shall constitute the solicitation of 
votes as to a plan of reorganization in the Pocket cases or the filing 
of such a plan, each of which shall be subject to the provisions of the 
Bankruptcy Code and related bankruptcy procedures.
    Written alternatives to the Proposed Transaction should be 
submitted to the Office of General Counsel, 1919 M Street, N.W., 
attention: David E. Horowitz, Esq., Room No. 622, Stop Code 1440B, 
Washington, DC 20554.
    For further information, please contact FCC Wireless 
Telecommunications Bureau staff at (717) 338-2888.
Federal Communications Commission.
Magalie Roman Salas,
Secretary.

Attachment--Summary of Terms for Proposed Plan of Reorganization of 
Pocket Communications, Inc.

1  Purpose
    1.1  Each of Ericsson, Inc. (``Ericsson''), Masa Telecom, Inc. 
(``MTI''), Pacific Eagle Investments, Ltd. (``PEIL''), Pacific Eagle 
Investment (L) Limited (``PEILL''), Masa Telecom Asia Investment Pte 
Ltd. (``MTAI'') (collectively, ``Masa/Pacific Eagle''), and Siemens 
Telecom Networks (``Siemens'') (together with Ericsson and Masa/Pacific 
Eagle, the ``DIP Lenders'') has decided to develop and file a plan of 
reorganization (the ``Plan'') with the U.S. Bankruptcy Court (the 
``Court'') for DCR PCS, Inc. (``DCR'') and Pocket Communications, Inc. 
(``Pocket'' and together with DCR ``the Debtors''). Among other issues, 
the Plan will provide for the disposition of the licenses 
(collectively, the ``Licenses'') issued by the Federal Communications 
Commission (``FCC'') to DCR for providing personal communications 
services (``PCS''). This Summary of Terms (the ``Term Sheet'') sets 
forth the framework for the Plan.
    1.2  This Term Sheet was prepared for discussion purposes only and 
is not to be construed as a commitment to invest, to lend money, or to 
provide vendor financing. It is a summary of the terms upon which the 
DIP Lenders expect to submit this transaction for corporate approval 
from each of their respective boards or principals, and it is subject 
to negotiation with and consent of the United States and potential 
Designated Entities, as well as agreement to terms of final 
documentation. Neither this Term Sheet nor the Plan shall bind the FCC 
to approve the transactions contemplated by the Term Sheet or the Plan.
2  Overview of the Plan
    2.1  Subject to Sections 7.8 and 7.9, on the effective date of the 
Plan (the ``Effective Date''), in exchange for payment of certain cash 
and entry into the agreements specified below:
    2.1.1  DCR shall transfer the Licenses for the Chicago MTA 
(hereinafter, the ``Chicago Licenses'') and the Licenses for the Dallas 
MTA (hereinafter the ``Dallas Licenses'') to certain subsidiaries of 
NEWGSM Co. to be formed as provided in Section 3.3 (the ``New 
Licensees'');
    2.1.2  All Licenses except the Chicago Licenses and the Dallas 
Licenses shall automatically cancel pursuant to section 10.7 hereof; 
and 2.1.3 Debtors shall transfer all their assets other than the 
Licenses to NEWGSM Co. or subsidiaries thereof other than the New 
Licensees.
    2.2  All terms of this Term Sheet except the Confidential 
Provisions shall be included in a public version of the Term Sheet (the 
``Public Version Term Sheet'').
3  Transfer of the Chicago and Dallas Licenses
    3.1  The DIP Lenders will cause a new company, NEWGSM Co., to be 
formed prior to the Effective Date.
    3.2  The DIP Lenders will cause NEWGSM Co. to create operating 
subsidiaries (the ``Operating Subsidiaries'') of NEWGSM Co. prior to 
the Effective Date. The Operating Subsidiaries shall conduct the 
business operations of NEWGSM Co. and its direct and indirect 
subsidiaries for the provision of PCS in the Chicago and Dallas MTAs.
    3.3  The DIP Lenders will cause NEWGSM Co. to create the New 
Licensees prior to the Effective Date as wholly owned subsidiaries of 
NEWGSM Co. for the sole purpose of holding the Chicago Licenses and the 
Dallas Licenses.
    3.4  Vendor financing (as specified in Sections 4.3 and 8.2, 
``Vendor Financing'') will be provided to one or more Operating 
Subsidiaries.
    3.5  NEWGSM Co. will be controlled by a new ``Control Group,'' as 
defined by the FCC's rules.
    3.6  [Intentionally omitted]
    3.7  Each New Licensee shall comply with all FCC rules and 
regulations, including those relating to C-Block and C-Block 
eligibility; provided, however, that to the extent any New Licensee is 
unable to satisfy said rules and regulations, it may seek a waiver from 
the FCC in connection with the transactions contemplated by this Term 
Sheet.
    4  Capital: By the date (the ``Confirmation Date'') on which the 
Court enters an order (the ``Confirmation Order'') confirming the Plan, 
NEWGSM Co. will have the following commitments for capital conditioned 
solely upon the occurrence of the Effective Date:
    4.1  COMMON EQUITY:
    4.1.1  the ``Initial Equity Investment''
    4.1.2  [Redacted]
    4.1.3  [Redacted]
    4.1.4  [Redacted]
    4.1.5  [Intentionally omitted]
    4.2  Subordinated Debt:
    4.2.1  the ``Initial Purchase Commitment''
    4.2.2  [Redacted]
    4.3  Vendor Financing:
    4.3.1  [Redacted]
    5  Assumed Debt: As part of the Plan, the DIP Lenders shall cause 
the following obligations to be assumed on the Effective Date in the 
manner set forth below:
    5.1  FCC License Payments:
    5.1.1  The New Licensees shall make quarterly payments to the 
United States

[[Page 14711]]

in accordance with Schedule 5.1.1 attached hereto to hold the Chicago 
and Dallas Licenses and to satisfy the obligation to the United States 
originally incurred as a result of the initial issuance to DCR of the 
Chicago and Dallas Licenses. All payments specified in this section 
5.1.1, whether matured or unmatured, shall be known as the ``FCC 
License Payments.''
    5.1.2  Each Chicago and Dallas License shall incorporate a payment 
schedule specific to that License. Each such License's quarterly 
payment shall be for an amount equal to the quarterly payment shown on 
Schedule 5.1.1 times the POP Ratio for the BTA for that License. ``POP 
Ratio'' means, for each of the Chicago and Dallas Licenses, the 
percentage equaling the number of POPs in that BTA divided by the total 
number of POPs in the Chicago and Dallas MTAs. The FCC License Payments 
scheduled to be made after November 4, 2006 (the ``Extended Payments'') 
may be prepaid at a discount rate of 6.5 percent prior to the date on 
which the Chicago and Dallas Licenses are scheduled to expire by their 
terms. Any Extended Payments not made by November 4, 2006 shall be 
included in the renewed Chicago or Dallas License (each, a ``Renewed 
License'') to which it relates. Each Chicago and Dallas License and 
each Renewed License shall provide that if full and timely payment of 
the FCC License Payment to be made thereunder is not made, the License 
shall automatically cancel to the extent provided in FCC rules and 
regulations.
    5.1.3  All obligations of the New Licensees to make the FCC License 
Payments shall be secured in accordance with the same terms and 
conditions set forth in sections 1 and 2 of the original FCC Broadband 
Personal Communications Service, C-Block Security Agreement executed by 
DCR for the Licenses, except for changes necessary to accommodate the 
structure of the FCC License Payments. Each member of the NEWGSM Co. 
Corporate Family and each Vendor shall execute an agreement covenanting 
not to bring any suit or take any other action, other than applying for 
relief at the FCC, to prevent the United States or the FCC from 
collecting all FCC License Payments, or from canceling any of the 
Chicago Licenses, the Dallas Licenses or the Renewed Licenses under the 
terms provided therein.
    5.1.4  NEWGSM Co. and each of its direct and indirect subsidiaries 
(the ``NEWGSM Co. Corporate Family'') shall guarantee the obligation of 
each New Licensee to make the FCC License Payments.
    5.1.5  Each of the Chicago Licenses (the ``Chicago Asset Pool'') 
shall secure payment of the FCC License Payments arising under the 
Chicago Licenses, and failure to make a timely payment of an FCC 
License Payment arising under one of the Chicago Licenses shall be a 
payment default on only the Chicago Asset Pool. Each of the Dallas 
Licenses (the ``Dallas Asset Pool'') shall secure payment of the FCC 
License Payments arising under the Dallas Licenses, and failure to make 
a timely payment of an FCC License Payment arising under one of the 
Dallas Licenses shall be a payment default on only the Dallas Asset 
Pool. Any default on the FCC License Payments for the Chicago Licenses 
shall not be a default on FCC License Payments for the Dallas Asset 
Pool. Any default on the FCC License Payments for the Dallas Licenses 
shall not be a default on FCC License Payments for the Chicago Asset 
Pool.
    5.1.6  Except for changes which are necessary to accommodate the 
structure of the FCC License Payments, the events of default for the 
FCC License Payments and cure periods therefor shall be the same as 
specified in the FCC Installment Payment Plan Note for Broadband 
Personal Communications Services, C-Block executed by DCR.
    5.1.7  Transfer of any of the Chicago or Dallas Licenses shall be 
subject to approval by the FCC. If, with FCC approval, any of the New 
Licensees transfers one of the Chicago Licenses out of the Chicago 
Asset Pool or one of the Dallas Licenses out of the Dallas Asset Pool, 
then in exchange for the United States' release of any further FCC 
License Payments for that License, the New Licensee shall pay or have 
paid for it an amount equal to the present value of the remaining FCC 
License Payments for that License at a discount rate of 6.5 percent, 
together with any unjust enrichment payment obligations incurred under 
FCC regulations.
    5.2  [Intentionally omitted]
    5.3  NEWGSM Co. will assume $158 million of certain of the DIP 
Lenders' pre-petition secured and unsecured claims against the Debtors' 
estates on terms acceptable to the DIP Lenders.
6  Terms and Conditions for Chicago Licenses and Dallas Licenses
    6.1  Except as modified hereby or otherwise agreed upon by the 
parties, the same terms and conditions applicable to C-Block licensees, 
including without limitation the build-out benchmarks and license 
renewal provisions, shall apply to the Chicago Licenses and Dallas 
Licenses upon assignment to the New Licensees.
7  Timing of Plan Proposal and Confirmation Date, and of Investments 
and Note Purchases
    7.1  Each of the DIP Lenders shall use its best efforts to file the 
Plan with the Court by March 31, 1998 (the ``Plan Filing Deadline''). 
Each of the DIP Lenders shall be a co-proponent of the Plan.
    7.2  If DCR desires to elect any restructuring option under the C 
Block Order (as amended from time to time), it shall indicate in 
writing which of the options it prefers by the earlier of (i) the 
deadline for making such an election in the C Block Order as amended or 
in any other extension connected with the election of the options that 
the FCC permits and that applies to DCR, (ii) the thirtieth calendar 
day after the Termination Date (as defined in Section 7.3.1 below), or 
(iii) the thirtieth calendar day after Confirmation Deadline if the 
Confirmation Date has not occurred by the Confirmation Deadline (as 
defined in Section 7.3 below). The Plan shall provide that upon 
occurrence of the Effective Date, (i) the Debtors' right to elect any 
of the restructuring options offered to C-Block licensees shall 
terminate, and (ii) any of the Debtors' previous elections under the C 
Block Order shall be deemed null and void. Any disposition of Licenses 
in connection with any DCR election pursuant to the C Block Order shall 
be subject to applicable law.
    7.3  [Redacted]
    7.3.1  The DIP Lenders may terminate the Plan if the FCC has not 
approved the transfer of the Chicago Licenses and Dallas Licenses to 
the New Licensees (the ``FCC Grant'') by the earlier of 150 days after 
the approval of the Disclosure Statement or December 31, 1998 (the 
``Termination Date''), or if the FCC Grant has occurred by the 
Termination Date but is subject to a stay.
    7.4  By the date scheduled for the hearing on the Disclosure 
Statement, each of the DIP Lenders shall have obtained, among other 
things:
    7.4.1  All requisite approvals within each of their respective 
organizations to take all actions contemplated herein to be taken by 
them provided only that the Effective Date conditions specified in 
Section 12.2 below are met; and
    7.4.2  [Redacted]
    7.5  By the Confirmation Date, the DIP Lenders and the DE shall 
execute commitment letters, binding unless the Effective Date does not 
occur, to provide funds necessary to confirm the Plan to capitalize 
NEWGSM Co. without resort to third-party financing of any kind. Such 
commitments shall not preclude

[[Page 14712]]

NEWGSM Co. from obtaining new or additional financing from other 
sources, reasonably acceptable to the DIP Lenders and the United 
States, provided (x) the payment terms, security and other rights of 
the United States, and the credit quality of the obligor, are not 
adversely changed, and (y) such financing is consistent with applicable 
law, including any applicable FCC regulations.
7.6  [Intentionally omitted]
    7.7  The DIP Lenders and the United States shall jointly move for 
an order by the Court, and if any objection thereto is filed, shall 
present evidence, that the United States and the FCC have not defaulted 
on any obligation under the DIP Order and the related FCC Term Sheet. 
By the date three business days prior to the date on which ballots on 
the Plan are due, the United States shall have obtained an order of the 
Court that the United States and the FCC have not defaulted on any 
obligation under the DIP Order and the related FCC Term Sheet.
    7.8  The United States shall determine, in its sole discretion, 
whether the United States believes there exists a higher and better 
alternative (the ``Alternative'') to the Plan. The United States is 
free to accept any such Alternative instead of the Plan. In determining 
whether an Alternative exists:
    7.8.1  For Sixty (60) days from the date of this Term Sheet, the 
United States and the FCC may negotiate with any person about 
alternative proposals for reorganizing the Debtors, and may reveal to 
any such person any information that the FCC deems appropriate to 
disclose (including without limitation, all provisions of this Term 
Sheet) except the Confidential Provisions (as defined in Section 
7.8.2);
    7.8.2  Neither the United States nor the FCC will reveal (i) any 
business plan or draft thereof provided to it or them by the DIP 
Lenders in connection with the negotiation of this Term Sheet, (ii) any 
provision of the Term Sheet other than those set forth in the Public 
Version Term Sheet, Exhibit 2.2 hereof, (items (i) and (ii), the 
``Confidential Provisions'');
    7.8.3  As of the date of this Term Sheet, the FCC may publish in 
the customary ways a public notice that (i) discloses the Public 
Version Term Sheet, (ii) indicates that any person who desires to 
propose or discuss an alternative to the Plan must first represent in 
writing to the FCC that doing so would not contravene any agreement 
with the DIP Lenders, and (iii) discusses the other procedures for 
submitting alternatives to the Plan to the FCC, but otherwise, except 
as expressly authorized in writing by the DIP Lenders or to any extent 
required by law, neither the United States nor the FCC will solicit an 
alternative proposal to the Term Sheet by any of the following means: 
(i) commissioning any advertisement, (ii) running any notice in any 
federal publication or (iii) issuing any press release.
    7.9  Nothing contained herein shall require the DIP Lenders to vote 
in favor of the Alternative.
    8  Terms of New Debt Securities
    8.1  [Intentionally omitted]
    8.2  Vendor Financing: [Redacted]
    8.3  Subordinated Notes: [Redacted]
    8.4  Dip Lenders Claim Notes: [Redacted]
    9  Vendor Undertakings
    The vendors will provide NEWGSM Co. with PCS equipment and services 
necessary to build an operational PCS service using the GSM mode of 
signal transmission for the Chicago Licenses and the Dallas Licenses. 
NEWGSM Co. shall purchase all PCS equipment and services for the 
Chicago Licenses from Ericsson, and all PCS equipment and services for 
the Dallas Licenses from Siemens.
10  Reorganization of the Residual Debtor Estates
    10.1  Allowed administrative expenses shall be paid as follows:
    10.1.1  On the Effective Date, the DIP Lenders shall lend to the 
Debtors' estates, on the same terms and conditions as the original DIP 
Loan (except as to maturity, repayment and as otherwise modified 
herein), an additional amount (the ``Additional Loan'') not to exceed 
$5.5 million to pay in full all unpaid administrative expenses other 
than the original DIP Loan and the Additional Loan.
    10.1.2  On the later of the Effective Date or when otherwise 
allowed, administrative claims shall be paid to the extent allowed by 
the Court (``Allowed Administrative Claims'').
    10.1.3  On the Effective Date, NEWGSM Co. shall assume and repay to 
the DIP Lenders the DIP Loan and the Additional Loan, plus accrued 
interest and charges, and the DIP Lenders shall waive payment of the 
DIP Loan by the Debtors and by the United States (including the FCC) 
under the terms of the existing DIP Loan Order and documentation.
    10.2  On the Effective Date, NEWGSM Co. shall pay to the Pocket 
estate $5.5 million less the amount of Allowed Administrative Claims, 
for payment of distributions to the unsecured creditors, other than the 
DIP Lenders in accordance with section 10.6.
    10.3  [Intentionally omitted]
    10.4  [Intentionally omitted]
    10.5  On the Effective Date, NEWGSM Co. will assume $158 million of 
the DIP Lenders' pre-petition secured and unsecured debt against the 
Debtors' estates, as provided in Section 8.4.
    10.6  After the DIP Loan, Additional Loan and Allowed 
Administrative Claims are indefeasibly paid in full, the DIP Lenders 
will permit the unsecured creditors, other than the DIP Lenders, to 
share pro rata in the remaining funds described in section 10.2 above, 
ahead of the remaining unsecured claims of the DIP Lenders, which are 
approximately $20 million.
    10.7  On the Effective Date, Licenses except the Chicago Licenses 
and the Dallas Licenses shall automatically be canceled, and the 
Debtors and certain others shall be released from obligations to the 
United States related to the Licenses as provided in Section 11.2 
below.
    10.8  NEWGSM Co. shall comply with section 1123(a)(6) of the 
Bankruptcy Code in issuing equity and warrants.
    11  Releases
    11.1  On the Effective Date, each of the Debtors, and each of their 
successors and assigns, on its own behalf and on behalf of each of its 
present and former officers, directors, trustees, managers, employees, 
agents, attorneys, accountants, and consultants, shall release, waive, 
compromise and settle any and all rights, claims and causes of action 
that each has, has had or at any time in the future may have against 
any of the United States, the FCC, the DIP Lenders or any present or 
former commissioner, employee, agent, attorney, financial advisor or 
consultant of the United States, the FCC, or the DIP Lenders with 
respect to or arising in any way in connection with or as a result of 
any of the Licenses, or any of Debtors' notes, security agreements, or 
other instruments to the United States, the FCC, or the DIP Lenders, or 
financial accommodations at any time furnished to or for the benefit of 
either of the Debtors, including without limitation, any claim under 
any state or federal fraudulent transfer, fraudulent conveyance, 
preference or similar law. If the Effective Date does not occur, the 
releases for which this paragraph provides shall be deemed null and 
void.
    11.2  On the Effective Date, the United States (including the FCC) 
will release all claims and causes of action (other than tax, criminal 
or fraud claims) that it has, has had or at any time in the future may 
have against any

[[Page 14713]]

of the DIP Lenders, the Debtors, the Debtors' estates, or any of its or 
their present or former officers, directors, trustees, managers, 
employees, agents, attorneys, financial advisors and consultants, with 
respect to or arising in any way in connection with or as a result of 
the Licenses, or any of Debtors' notes, security agreements, or other 
instruments to the United States or the FCC, or financial 
accommodations at any time furnished to or for the benefit of either of 
the Debtors; provided, however, that all claims and rights of the 
United States or the FCC under the Plan and the documents delivered to 
the United States or the FCC in connection with the Plan are expressly 
excluded from the foregoing release. If the Effective Date does not 
occur, the releases for which this paragraph provides shall be deemed 
null and void.
    11.3  On the Effective Date, each of the DIP Lenders, and each of 
their successors and assigns, on its own behalf and on behalf of each 
of its present and former officers, directors, trustees, managers, 
employees, agents, attorneys, accountants, and consultants, shall 
release, waive, compromise and settle any and all rights, claims and 
causes of action that each has, has had or at any time in the future 
may have against the United States, the FCC, the Debtors, or any 
present or former commissioner, employee, agent, attorney, financial 
advisor or consultant of any of them, with respect to or arising in any 
way in connection with or as a result of the Licenses, or any of 
Debtors' notes, security agreements, or other instruments to the United 
States, the FCC, or the DIP Lenders, or financial accommodations at any 
time furnished to or for the benefit of either of the Debtors, 
including without limitation, any claim under any state or federal 
fraudulent transfer, fraudulent conveyance, preference or similar law; 
provided that all claims and rights of the DIP Lenders or NEWGSM Co. 
under the Plan and the documents delivered to the DIP Lenders or NEWGSM 
Co. in connection with the Plan are expressly excluded from the 
foregoing release. If the Effective Date does not occur, the releases 
for which this paragraph provides shall be deemed null and void.
    11.4  On the Effective Date, each unsecured creditor and 
administrative claimant of the Debtors, and each of their successors 
and assigns, on its own behalf and on behalf of each of its present and 
former officers, directors, trustees, managers, employees, agents, 
attorneys, accountants, and consultants, shall release, waive, 
compromise and settle any and all rights, claims and causes of action 
that each has, has had or at any time in the future may have against 
the United States, the FCC, each of the DIP Lenders, or any present or 
former commissioner, employee, agent, attorney, financial advisor or 
consultant of any of them, with respect to or arising in any way in 
connection with or as a result of the Licenses, or any claim against, 
or administrative expense of, either of the Debtors; provided that such 
releases shall not apply to the rights of unsecured creditors and 
administrative claimants to payments under the Plan and Confirmation 
Order. If the Effective Date does not occur, the releases for which 
this paragraph provides shall be deemed null and void.
12  Effective Date Timing and Conditions
    12.1  The Effective Date shall occur on the later of (i) eleventh 
calendar day after the Confirmation Date, and (ii) the date on which 
the conditions precedent to the effectiveness of the Plan have been 
fulfilled or waived in accordance with the Plan; provided that if such 
day is a Saturday, a Sunday, or a legal holiday specified in Fed. R. 
Civ. P. 6(a), then the Effective Date shall occur the next calendar day 
that is not a Saturday, a Sunday, or a legal holiday specified in Fed. 
R. Civ. P. 6(a).
    12.2  In addition to the provisions of section 12.1, the occurrence 
of the Effective Date shall be subject to the occurrence of each of the 
following conditions:
    12.2.1  The Confirmation Order shall have been entered in form and 
substance satisfactory to the United States and the DIP Lenders, and 
shall not be the subject of a stay; and
    12.2.2  The FCC Grant shall have been entered and such order shall 
not be the subject of a stay.

      Schedule 5.1.1--Schedule of Payments Under the FCC Obligation     
------------------------------------------------------------------------
                       Payment                           Total payment  
------------------------------------------------------------------------
10/1998..............................................     \1\ $5,826,000
1/1999...............................................          5,826,000
4/1999...............................................          5,826,000
7/1999...............................................          5,826,000
10/1999..............................................          5,826,000
1/2000...............................................          5,826,000
4/2000...............................................          5,826,000
7/2000...............................................          5,826,000
10/2000..............................................          5,826,000
1/2001...............................................          5,826,000
4/2001...............................................          5,826,000
7/2001...............................................          5,826,000
10/2001..............................................          5,826,000
1/2002...............................................          5,826,000
4/2002...............................................          5,826,000
7/2002...............................................          5,826,000
10/2002..............................................          5,826,000
1/2003...............................................         23,541,000
4/2003...............................................         23,541,000
7/2003...............................................         23,541,000
10/2003..............................................         23,541,000
1/2004...............................................         23,541,000
4/2004...............................................         23,541,000
7/2004...............................................         23,541,000
10/2004..............................................         23,541,000
1/2005...............................................         23,541,000
4/2005...............................................         23,541,000
7/2005...............................................         23,541,000
10/2005..............................................         23,541,000
1/2006...............................................         23,541,000
4/2006...............................................         23,541,000
7/2006...............................................         23,541,000
10/2006..............................................         23,541,000
1/2007...............................................            613,438
4/2007...............................................            613,438
7/2007...............................................            613,438
10/2007..............................................            613,438
1/2008...............................................            613,438
4/2008...............................................            613,438
7/2008...............................................            613,438
10/2008..............................................         38,363,438
------------------------------------------------------------------------
\1\ If the payment due at the end of October 1998 is for less than a    
  full quarter, the payment will be pro rated based on 12 thirty-day    
  months.                                                               

[FR Doc. 98-7986 Filed 3-25-98; 8:45 am]
BILLING CODE 6712-01-P